Spiderman vs Aliens
by Drake Dragonsoul
Summary: After a battle between Spiderman and one of his villians releases a threat that may just wipe out the entire world, it comes down to the Webslinger to put a stop to it. But is he in over his head?
1. A Venomous Beginning

Disclaimer: I don't own aliens, or spider-man… well, if I did this wouldn't be fanfiction, now would it?

Author's note: This story takes place in current continuity and Spider-man is using the Iron-Spider costume.

Chapter 1

A Venomous Beginning

Spider-man swung from the skyscrapers, spinning rapidly on the web line to get a 360-degree view of the city. Finally, he found what he was looking for, or rather it found him.

Something collided with his back and sent him flying through the air. He saw that he was falling toward a skyscraper.

Fortunately, he hit and went through one of its windows, rather then the hard concrete. Sitting up, he glanced around and realized he was in a lab. The lab's researchers were standing around open mouthed.

"Quick, get out of here, before…" A thud turned his attention to the window he had just crashed through. Standing on the window ledge was a black humanoid creature. It had a mouth full of sharp teeth, a tongue lulled out from between them, dripping green saliva. Its eyes were two white, soulless patches. A white spider symbol was the only other part of it that wasn't jet black.

"Ready to die, Parker?" Venom asked in his usual double voice. Spider-man had heard that Venom had escaped early that day and had naturally gone looking for him. Realizing that Gargan might still want revenge on Jameson, he had checked the Daily Bugle and found Venom waiting for him on the roof. After a short tussle, Spider-man retreated hoping to lure Venom to a place where he could turn the symbiote's weakness to sound to his advantage.

Venom pounced toward the sitting Spider-man, but Peter brought his feet up and Venom collided with them. Peter kicked him and sent him flying through the air and through a thick glass window into another room.

One of the researchers shouted. "You fool, do you know what you've done."

But Spider-man didn't hear him as he jumped through the window to continue his battle. The room was filled with green, egg-like spheres. Spider-man had only a moment to look around and wonder what the eggs where.

"Fighting me toe to toe?" Venom asked surprised. "You know I'm stronger then you."

Spider-man laughed. "You were never stronger then me, Gargan. Not as the Scorpion and definitely not as Venom. Why did the symbiote pick such a loser like you?"

"Shut up," Gargan said jumping at him. Peter charged and let Gargan's momentum drive him into his shoulder. Venom grunted as he fell back from the blow's force.

Venom hissed as he jumped to his feet. Something immediately slashed across his chest. He looked up to see what had done the damage. Extended from Spider-man's back were three mechanical spider leg-shaped arms. They extended forward and slashed Venom's chest again. However, they didn't do much damage through the symbiote's armor.

Venom laughed. "Is that all you got?"

"Actually, no," Spider-man said as a stinger extended from his wrist. He jumped forward and slashed Venom across the chest.

Venom chuckled and punched Spider-man sending him flying through the air. Venom moved toward the kneeling Spider-man. He drew back his fist and prepared to deliver another bone shattering punch.

Venom saw movement out of the corner of his eye and then something came flying straight at his face.

Spider-man got back up and found Venom struggling to keep a pale crablike creature off his face. The creatures skeletal tail was wrapped around his neck and Peter suspected that it was choking him.

_Where the heck did that thing come from?_ Peter asked himself.

Meanwhile the creature had wrapped its arms around Venom's face and Venom had passed out.

Peter carefully approached the super-villain. Finally, when he was sure Venom wasn't going to jump up and continue the battle he kneeled down and tried to pull the organism off his face.

He managed to budge it slightly, but it curled its tail tighter around Venom's neck, cutting off oxygen. He let go and the creature instantly released its choker hold.

Scratching his head, he looked around the lab. He gasped as he saw the researchers, lying on the floor with the same crab creatures stuck to their faces.

"What the heck?" Peter asked aloud.

Looking at one of the eggs, Peter felt his spider-sense tingle slightly. Shrugging, Peter jumped out of the window and went to find a pay phone to call the police and an ambulance.

After Spider-man had gone, the petal-like top of one of the eggs opened and one of the white crab creatures crawled out of it. Scuttling off, the face-hugger went to find a host.


	2. Contamenation

Disclaimer: I don't own aliens, or Spider-man.

Chapter 2

Contamination

Spider-man hung upside down from the side of the building, listening through the window he had crashed through previously. Someone had beaten the cops and the ambulance to the crime scene.

They were wearing what looked to be radiation suits. They moved about the room grabbing the egg things and taking the people that had the crab things stuck to their faces out of the room.

Lyle Browman, the team's leader, glanced around as the infected people and eggs were gathered up. "Make sure you get all the eggs and make sure the number of face-huggers present is equal to the number of open eggs. We can't afford any leaks!"

"Yes, sir," One of the suited men replied.

"Uh? Sir?" His microphone buzzed.

"What?" he snapped.

"The police are here," the voice replied. "They say somebody reported a disturbance at this address."

"Tell them everything is perfectly fine, that it was just a prank call," Lyle said.

"Sir!" One of the men said in alarm.

"What is it?" Lyle again yelled.

"One of the face huggers isn't here," the man replied.

"Check the neighborhood," Lyle ordered. "It couldn't have gone far."

Underneath his mask, Spider-man frowned. What the heck was a face hugger?

Looking in through the window, he saw one of the eggs was really close to him. Extending his hand, he pressed his middle finger and ring finger to his palm and fired a line of webbing at the egg. Then with a sharp pull, he pulled out the egg and grabbed it.

Tucking the egg under his arm, he released his hold on the building and started his swing home.

-------------------------------

(Several stories below Spider-man and the clean up team.)

Ernie shrugged as he regained consciousness. Glancing around the dark alley, he wondered how he had come to fall asleep there. He glanced down and jumped back slightly in fright as he saw a crab-like creature. He stepped back afraid it might attack him, but his fears were not justified because the creature was dead.

Ernie turned and made a run for his apartment home.

Only after Ernie had entered the front door of the apartment complex did he start to recall what had happen. That thing had jumped out at him and then his vision faded.

Ernie frowned as he entered his small three-room apartment. Hunger gnawed at him and he grabbed a large amount of leftover Chinese out of the refrigerator. He stuffed it into the microwave and punched in the number and start.

He set his key ring on the table and sat down. Burying his face in his palms, he wondered what he should do about the thing that had attacked him.

Should he go to the police and see if they believe him? Probably not even though there were countless amounts of superheroes and villains flying around New York alone.

Well, if he had any proof, maybe they'd believe him. He could go back to the alley and grab the alien's carcass. Yeah, that's what he would do.

The microwave beeped and he decided he would get something to eat first. He pulled the noodles out and sat them on the table, where he greedily scooped them into his mouth. He quickly finished the whole container. He was still hungry. He had just finished a whole container of noodles and he was still hungry?

Shrugging it off as worry, he got up and grabbed his keys making his way to the door.

Suddenly, a sharp pain pierced his chest. He gripped his chest, but otherwise ignored the pain, until another more intense jolt lunched through his chest. "Agh!"

He sat down on the floor as another shot of pain coursed through him. It felt like something was ripping its way out of his chest. Looking down, he saw his skin stretching against his shirt.

Ernie cried out in pain one last time before in a spray of blood and bone fragments, something burst out of his chest. Ernie fell to the floor dead as the skeletal snake like creature crawled off to a safer place.


	3. Alien Attack

Disclaimer: I don't own Spider-man, or aliens.

Chapter 3

Alien Attack

"So what is it, boss?" Peter asked as he watched Tony Stark a.k.a. Iron-man load the egg into an x-ray and all purpose scanner.

"I don't know, Peter," Tony replied. "Give me some time."

The screen on the side of the scanner blinked on displaying an image of the egg's insides. Not surprisingly one of the crab things was curled up inside the egg.

"So where did you find this thing?" Tony asked.

"In some building, I guess some scientists were experimenting or studying them," Peter explained. Peter reached up and pointed out the crab thing. "Anyways those things hatched out of them and attached themselves to the researchers' faces. They knocked them unconscious somehow. I have no idea what for though."

"Alright, I'll see what I can find out," Tony said.

"All right, see you," Peter said, leaving the room.

------------------------------------

"So did you find Venom?" Mary Jane asked as Peter entered their bedroom. She was sitting on the bed.

"Yeah."

"And how did it go?" She asked.

"About what you'd expect," Peter said, rubbing one of his bruises.

"Did you get him?" Mary Jane asked sounding somewhat frightened.

"Um, sort of," Peter said sitting next to her. "I had the advantage for a while, then he turned the tables. Fortunately, something interfered."

"What was it?" Mary Jane asked curiously.

Peter hesitated. "I don't know. Tony is examining it right now."

"It?"

----------------------------------

(At a waterfront warehouse.)

The warehouse employee blinked his eyes open and glanced around. The warehouse had gone dark. He tried to move and found that he was stuck to the wall, held in place by some sort of cocoon.

He glanced around in fright and saw something that frightened him more. Suspended from the ceiling by the same substance that held him to the wall was a massive skeletal reptile insect like creature. An ornate crest swept from the back of its head, which lacked eyes.

The egg sack extending from under the Queen's tail was massive. The yellow membrane pulsed and deposited an egg on the floor. The worker's eyes widened in panic.

Another one of the eggs, situated near him began to open. The pale crab slowly crawled out of the egg and then turned and faced him. His scream woke the other captured workers as it lunged at him.

------------------------------------------

Peter found himself restless that night and so he donned his spider costume and left for a swing through the city.

Approaching the river he heard a scream. Glancing down he saw a women being hauled down the street by a… Well, it wasn't human.

Releasing his web line, he dropped toward the pavement. He shot another web just before he hit the pavement and swung feet first into the inhuman creature. The monster was temporarily stunned and that gave Spider-man time to grab the woman away from it and tell her to run for it.

Peter looked at the creature appraisingly. It was jet black and looked carnivorous, judging by the metallic fangs. It's stinger tipped tail waved about restlessly.

Crouching the creature lunged forward. Spider-man reacted and caught the creature's wrists. The alien lunged its head forward and its tongue, which was equipped with a set of jaws, shot out at Spider-man's face.

Spider-man swung around and released the creature sending it flying across the street and into a car. The car's alarm blared as the monster pulled itself off the hood.

Spider-man relaxed his fighting pose and asked. "I don't suppose you can be reasoned with?"

The alien hissed in reply. Lowering its head and charging on all fours the alien advanced. Spider-man jumped and grabbed its tail as he sailed over it. He then swung the alien over his head and face first into the concrete.

Spider-man stepped back as the alien got back to its feet. A stream of green liquid was now slowly dripping down its mouth.

The alien made its move. Its tail shot up so fast, Spider-man barely managed to dodge it. The alien then slashed and its claws connected with his chest, drawing blood.

"Yeow!" Spidey cried as he jumped into the air and landed on the building wall behind him.

"All right, if you can't play nice, you aren't going to play at all," Spider-man lunched a strand of webbing.

The alien hissed and broke free of the webbing. It advanced and to Spider-man's astonishment scaled the wall. Spider-man jumped back to the street. He turned and lunched another web line at the alien and with a sharp yank, pulled it off the wall.

The alien twisted its body and landed on its feet.

"This is too easy," Spider-man said. "I bet I could take five more of you." The blaring of his Spider-sense distracted him from any farther puns and he leapt out of the way of another set of claws.

Turning in mid-air, Spider-man saw five more of the aliens. He landed on the street and had only enough time to say, "I don't suppose you come in peace?" before the aliens all charged.


	4. Bleak Situations

Disclaimer: I don't own Spider-man, or aliens. Except for the alien I hatched from my dog.

Chapter 4

Bleak Situations

"Oh, crud," Spider-man said, before two of the creatures rammed into him and knocked him to the ground.

They leaned down after him; mouths open to take a bite out of his flesh. Spider-man reached up and wrapped a hand around each of their individual throats. Spider-man found himself struggling against their strength as they tried to wriggle free.

Spider-man saw two more of the creatures approaching him. He kicked both and they stumbled back. Screeching, one of the aliens leapt at him.

Spider-man cried out as the alien's claws fell toward him. The waldoes extended from his back to catch the alien and push it away, but they instead missed and impaled the alien's chest.

The alien's limp body hung suspended above Spider-man. It's yellowish blood dripped down the mechanical limbs and ate through it at the same time.

_It bleeds acid? _Spider-man thought.

The waldoes began to crumple under the alien's weight, so Spider-man rolled, along with the two aliens he was currently holding by the throat, to his feet. He pulled the acid ruined waldoes out of the alien's body and released the two creatures he held by the neck.

His spider-sense blared and one of the aliens jumped into his back, driving its claws in. Peter rolled forward, away from the alien's claws. The alien jumped after him and landed on him knocking him back to the ground.

The other black monsters moved in toward the pinned Spider-man. Spider-man threw off his assailant as two more jumped toward him. He dodged them by jumping to the side.

Another jumped toward him and lunched its tail toward him. He again dodged it by jumping back.

"All right, that's enough!" Spider-man said as he sprayed webbing at the five aliens. Finally, he had all five trapped in a blanket of silvery webbing. "Let's see you get out of that!"

One of the aliens roared and ripped one of its claws through the web, freeing its arm and allowing it to rip another strand loose. Quickly all five had freed themselves and were hissing threateningly at him.

---------------------------------------------------

Gargan rubbed his head as he stood up. He quickly looked around the small room that confined him. It almost made him miss his old cell at Ryker's. The room wasn't much larger then an outhouse and there was no bed, just the four walls and a door.

"You could at least let me have a toilet!" Gargan yelled.

Gargan then checked to see if he was still bonded with the symbiote. The creature merely gave a mental nodded across their link.

Black liquid began to seep out of his skin and cover him. The liquid solidified and he was once again Venom.

"What happened?" He asked his other aloud. "The last thing I remember we were fighting Spider-man."

"And then that thing attacked us," The symbiote said. Gargan looked down and spotted a pale crablike creature.

"Have you ever seen anything like that?" Gargan asked.

"No," the symbiote replied.

Venom approached the door and drew back his fist. He drove his fist forward and cried out as it bounced harmlessly off the metal.

Venom muttered darkly as he stepped back. The symbiote once again concealed itself inside Gargan.

"What are you doing?" Gargan asked. He hadn't told the symbiote to conceal itself.

"Taking a look under the hood," the alien said. "I sense something… out of place inside you."

"What do you mean?" Gargan asked fearfully.

------------------------------------

Tony leaned against the table as he watched Venom through the miniature camera inside his cell.

"Keep me informed," He said to the man at the counsel. The man nodded as Tony turned and left the room.

Tony was most interested in what came out of this.

---------------------------------------------

Spider-man fell back as another set of claws raked across his chest. He punched the alien in the head. Spider-man jumped back to the edge of the building that he had moved the fight to. Despite all his best efforts the aliens were winning.

Peter panted under his mask. If the aliens were tired from the continuous fighting, they weren't showing it.

His spider-sense blared again, but the threat wasn't from any of the aliens in front of him. It was from behind him. He spared a glanced over the edge and saw eight more aliens climbing the building.

_Oh, crap. _


	5. The Symbiote and the Parasite

Disclaimer: Sigh I don't own Spider-man, or aliens.

Chapter 5

The Symbiote and the Parasite

Spider-man stared at the climbing aliens for a moment before he finally snapped back to reality. He was now facing thirteen aliens. He could barely handle five and now there were eight?

But he couldn't run away, or these things could hurt or kill who knows how many people.

Sighing, Peter leapt off the building and spread his arms, the miniature web membrane also spreading and catching the air. He glided away from the screaming aliens.

---------------------------------

With nothing to count the hours by, Gargan was getting pretty nervous. He hadn't heard from the symbiote for a while. He wondered if the alien had somehow killed the symbiote.

Finally, he felt the creature again and it seemed to be bursting with joy.

"Find anything?" Gargan asked out loud.

"Oh, yes," the ecstatic alien replied. "It appears that this… face hugger if you will, has implanted something in your chest."

Gargan didn't find this reason to celebrate. "What are you so happy for?"

"Well, the creature has apparently absorbed some of your DNA and through it mine," the symbiote said. "In a few minutes, it's going to burst out of your chest."

"What?" Gargan said filled with dread. "Can't you do something?"

The symbiote gave a mental nod. "Yes, but then I don't get to use it as a host."

"Why would you want it as a host?" Gargan asked in panic. "Quit messing around and kill it!"

"Weren't you listening?" The symbiote asked. "It's stronger then a human and your mutated DNA has only improved it and mine will make it so much easier to bond with. It's the perfect host."

"You traitor!" Gargan shouted, slamming a fist into the prison wall.

"Good-bye, Gargan," The symbiote said and broke off contact.

"You- You-," Gargan suddenly found himself in intense pain. It felt like a something was gnawing at him from the inside. He collapsed to the floor and cried out in pain.

A gaping hole appeared in his chest as something exploded out. Covering the thing was a black liquid. The black liquid welled up and grew a gaping mouth and white eyes. Venom smirked. His host would soon be fully grown and then he would escape this cell and then not even Spider-man would be able to stop him.

--------------------------------

Peter swung in through his open bedroom window. A quick glance around, even in complete darkness, revealed that Mary Jane wasn't there. He moved out into the hall.

He noticed that the light was on in the rec room. Moving into that room still in costume, he found the whole team including MJ and Aunt May assembled and looking at the TV.

The glasses wearing newswoman reported. "There is as of yet no explanation as to the origins of the black aliens, that have been spotted all over the city." A photo in the upper right-hand corner showed one of the aliens. "Police have been helpless in stopping the creatures which are kidnapping citizens by the dozen. Everyone is recommended to stay inside where it's safe."

--------------------------------

Venom stood in the cell fully grown. He listened to the Queen through their mental connection.

(Why should I let you near the hive?) She asked her voice sounded like a low hiss.

(I am powerful and intelligent,) Venom replied. (And I'll be useful because not all the humans are so weak. Certain individuals might be able to destroy you and your kind.)

(Yet you could disobey me,) The Queen countered.

(What harm could I do by betraying you? I am powerful, but not enough so to defeat a Queen.) Venom said. (Besides I have the same instinctual loyalty that all of your kind have to their Queen.)

Silence insured as the Queen pondered her options. (I suppose I shall have to free you.)

Venom smirked something that the normal aliens couldn't do. (No, I can escape myself.) The alien drew back his fist and punched the steel door, which bent back under the force.


	6. The Triumph of Venom

Disclaimer: I don't own Spider-man, or aliens. This disclaimer is a waste of time.

Chapter 6

The Triumph of Venom

Peter and Tony Stark were back in the research lab. They were standing over the container that housed the alien egg.

"So you think this is where those things came from?" Tony asked looking at the container, which held the egg and its occupant in suspended animation.

"Could it be?" Peter asked. "I mean you're the one whose researching it right? What have you found out?"

"The egg contains a highly reactive acid," Tony said. "The creature inside it also has acidic blood."

"Acid?" Peter repeated leaning against one of the machines. "Those things that I fought had acidic blood."

"That's how you ended up damaging the waldoes?" Tony asked.

"Yep, one of the creatures impaled itself on them," Peter said.

"You said there were more of these eggs," Tony said. "And that whoever was researching them removed them all? So what did they do? Let them out on purpose?"

"Maybe one escaped?" Peter suggested.

"But you encountered thirteen of them," Tony pointed out.

"Yeah, but if these things grew from the eggs," Peter started spreading his arms. "Then they must grow pretty fast."

"And they reproduce asexually!" Tony exclaimed. "But…"

He reached up and twisted a knob, calling up the x-ray photo of the egg. He pointed out the crab-like creature nestled inside it. "Does that look like it could grow into one of the things you saw?"

"Vaguely," Peter said. "They look related, but I don't think that thing would grow up to be a big bad insect."

"I don't think it could grow up either," Tony said. "It doesn't appear to have a way to intake food."

Peter sighed. "Well, all this pondering is giving me a headache."

He pulled his mask on and headed toward the window. "I'm gonna go get some fresh air."

And with that, he leapt out the window, his mind rolling with questions and worries.

Swinging through the gray canyons of New York, Spider-man soon forgot his problems.

Suddenly a crash of glass breaking and the scream of a helpless pedestrian falling to his death assailed Spidey's ears.

He looked up ahead of himself and saw a man flinging his arms around madly as he plummeted to the ground.

Spider-man was too far away to reach him in time. His only option was to try and snag him with a web line. Peter raised his arm and the thin gray strand shot out… and missed. The man continued plummeting and struck the ground with a thud.

Spider-man landed on one of the rooftops and looked up to where the man had fallen from. A figure stood and looked out then the window, then turned away and headed back into the building.

Less then a minute later, Peter was climbing in through the window. He glanced around and saw multiply limp and bleeding bodies.

He tried to hold his lunch down; he had dealt with this kind of thing before. He cautiously made his way inside, eyes alert for danger.

A glance at one of the corpses showed a circular hole in the back of the man's head. Gagging, Peter pulled his mask up so that his mouth and lower face was revealed and hurled on the floor.

'All right, gotta find the survivors (if any) quick,' Peter thought and lunched two strands of webbing to the ground and then more to the walls and ceiling. Feeling the vibrations through the webs, he found only one thing moving.

And it was on the ceiling right above him. Peter jumped around and faced the source of the vibrations. Another one of the aliens was clinging to the roof, but it looked different then the others.

Rather then being skeletal like the others he had seen, it was muscular. Its fangs were white rather then metallic gray. But the biggest give away as to what was different was the white-eye patches and spider symbol on the chest.

"Hello, Spider-man," the alien known as Venom hissed. His voice sound even more inhuman then ever.

"Where's Gargan?" Spider-man asked.

"Oh, he's in the cell back there," replied Venom, pointing down a hallway. "He won't be troubling you any more."

"You killed him?" Spider-man asked in surprise.

"Couldn't be helped," the alien laughed.

"You sure aren't very loyal," Spider-man said.

"Look who's talking!" the symbiote countered. "You dumped me with the Fantastic Four as soon as you learned I was alive. Call that loyalty?"

Spider-man leapt toward Venom, but the alien quickly released his hold on the ceiling and dropped to the floor. Spider-man stuck to the ceiling and then dropped back to the floor. He tried to land a kick, but Venom stepped back with exaggerated ease. He then stepped forward and landed a punch that sent Peter flying across the room. He slammed into the far wall.

In a flash, Venom was standing over Peter, but just as quickly he was back on his feet and had his fist raised. Venom's newly acquired tail swung forward, but Peter parried it with the stingers that shot out of his wrist.

Venom advanced with his tail waving and occasionally striking out, forcing Peter back into the wall. Venom suddenly shot forward and Peter only barely managed to dodge the fist that shot straight through the wall along with the arm connected to it!

Withdrawing his arm, Venom turned on Spider-man and again attacked so quickly Peter could barely keep up with his movements. He tried to block the blows and return some of his own, but more and more he found himself on the defensive and Venom's lightning quick blows were getting through more and more.

Finally, Venom's fist slipped through and struck Peter in the face, sending him to the floor and skidding across it. He tried to raise his head, but he just didn't have the energy and the world went black.


	7. Hell Incarnate

Disclaimer: I don't own Spider-man or aliens.

Chapter 7

Hell Incarnate

"Let me get this straight, you want me to evacuate the city so that you can have a couple of planes fly over and bomb the place?"

New York's mayor, Charles Bryant had heard a lot of crazy things. Of course, that happens when you're the mayor of a city full of super-humans, but this took the cake.

"Actually, we don't want to blow up the city," Rook said. The company had sent the hotshot business representative responsible to fess up about where the aliens had come from and suggest their plan to remove the creatures. "Just carefully selected bits of it where the aliens chose to make their home."

"And why not just send in the army to wipe them out?" Bryant asked. "It sure would save a lot of property damage!"

"Because these things would rip them apart."

"Then why were you idiots keeping them in the middle of the city?" Bryant yelled.

"We had them contained," Rook said. "Until Spider-man…"

"I don't care about Spider-man," Bryant said pointing at him. "It's you nutcases that are responsible and after all this is over you're going to stand trial!"

Bryant inhaled deeply to calm himself. "Now when can we drop the bombs?"

"According to our estimates we should be good to go in about five or six hours."

---------------------------------

Five or six hours later.

Peter's eyes flickered open. The room was dark, but his night vision penetrated it. He was cemented against the wall by some sort of black resin. The same material also covered the walls. Some of the resin still had victims trapped in it. All of them had midsize holes in their chest like something had broken out of them. Open eggs were sitting in front of the bodies and more still closed ones littered the floor. A few aliens were meandering around the room, but one of them was hanging from the ceiling and intently watching Peter.

"Good mourning, Parker," Venom said smirking.

"What happened to them?" Peter asked nodding toward the bodies and looking repulsed.

"Well, that's how us aliens are born," Venom still didn't lose his smirk. "After the facehugger impregnates the host the chestbuster grows inside them for a few minutes to an hour and then once it's mature it rips out of the host."

The egg closest to Peter began to open and a pale crab-like creature pulled itself out of egg. The creature slowly began to make its way toward Peter.

Peter felt his Spider-sense blare as the alien approached. Thrashing and trying to pull himself out of the resin failed. The stuff was too strong. Venom's smirk grew broader. Peter cried out in panic as the creature started climbing up toward his face.

A sound similar to a sword being unsheathed accompanied the appearance of the waldoes from Spidey's back. The mechanical arms thrust downward. One of them impaled the facehugger, but the alien's blood began eating it apart. Then they went to work slashing through the resin.

Venom roared in rage and dropped from the ceiling. Fortunately, one of Peter's arms was freed by then and a spray of webbing blinded the alien. The infuriated alien snarled and clawed at the webbing, ripping through it and attracting the attention of the other aliens in the room.

Mouths open, two of them charged toward Spider-man, who was now half way out of the resin. Only his lower body was still trapped. Grabbing both the aliens before they could reach him, he slammed their heads together and they stumbled back dazed.

Finally, ripping free. Peter bent down and picked up his discarded mask from the floor. He quickly slipped it back on.

With a roar, Venom ripped the last of the webbing off his face and turned to face Spider-man who drove a fist into Venom's chin, knocking the alien flat.

Spider-man jumped into the air and sprayed a strand of webbing to swing from. He glanced around the room and saw no windows. He must be in some sort of basement. He made to form another web line, but before he could something hooked onto his leg and with a sharp yank he was pulled back to the floor and into Venom's waiting arms.

"You aren't the only one with webs," Venom growled into his face. "This time we're going to kill you ourselves and then you'll wish we'd have let the facehugger kill you."

"What could you possibly do that's worse then having an alien rip itself out of me?" Spider-man asked, wriggling to escape Venom's vice-like grip. Aliens began to gather around the two.

Venom growled and opened his mouth. He thrust his mouth toward Peter's very much exposed head.


	8. Out with a Bang?

Author note: Surpriiiiise! I'm back.

Disclaimer: I don't own Spider-man or aliens.

Chapter 8

Out with a Bang?

Venom's glinting white teeth parted and revealed the deadly second mouth. The tongue shot forward toward Peter's head. The mechanical arms extended from Peter's costume and slashed forward. There was a scream of pain as the sharp edge of the arm cut off Venom's tongue. His grip loosened and Peter shoved his foot against his chest and pushed off sending himself flying back.

The aliens in the room hissed and all at once were attacking him. Spider-man punched an oncoming alien. The monster went flying back and collided with several of its brethren. He took another quick glance around the room hoping to find the exit.

His spider-sense blared and he was only able to narrowly dodge one of the alien's lunges. The black creatures had formed a circle around him.

"Out of my way!" Venom growled as he shoved through to the front of the pack of aliens. Green blood was dripping from Venom's mouth.

Spider-man jumped and back-flipped out of the circle. While in the air, he fired a few webs to slow down some of the aliens. He landed on his feet and jumped again. Unfortunately, he didn't see the alien hidden in the shadows until it had slashed him across the chest. The alien jumped forward and its tail stabbed forward. The stingers concealed in Spider-man's wrist shot out and he used them to block the blow.

"Back off!" Peter said as he kicked the alien in the face. Another one of them slammed into his back and knocked him to the ground. He rolled back to his feet and spun to face his attacker. The alien was swiftly joined by five more.

_I can't keep this,_ Peter thought. Once, again he glanced around for some form of escape. Behind him there was an opening in the wall that had had its doors torn off. "Hate to kick your butt and run, but I've got other places to be!" he shot a web and swung toward the exit, the angry aliens in pursuit.

Venom roared as he released his grip on the ceiling and rammed his shoulder into Spider-man on the way down. "The only place you're going is the morgue!"

Landing on his feet, Peter glanced back at him. He noticed that Venom now had his long, pink tongue in the absence of the alien's deadly article. Venom's open mouth spewed a green liquid, which seemed all too similar to the alien's blood. Spider-man instinctively dodged it, sticking to the wall, and watched as it hit the floor and began to dissolve it. Tentacles emerged from Venom's costume and shot towards him. He jumped and avoided their grasp. Firing another web, Peter swung through the door and up the stairs.

He emerged into the ground floor of the warehouse. The place was stack with crates and wasn't quite as covered in resin as the basement had been. His spider-sense blared and Peter spun around to face the danger.

Suspended from the ceiling by strands of resin was another one of the aliens, but this one was much bigger. Rather then a banana shaped head, it's had an intricate crest. A large sac, stretched out behind it. The size was what really set it apart from the others. It was about as large as a bus. It was watching him with what appeared to be a cold calculating expression.

_It's the queen,_ Peter thought. _They're all just like big ants. _

Peter glanced back toward the doorway as Venom and several more aliens emerged.

"Please, excuse me if I don't stick around for dinner," Peter quipped and then back flipped through the window behind him. The broken, dusty glass shattered, but Peter landed uncut. If he could dodge a barrage of bullets in a hallway, he could certainly dodge a few shards of glass.

Venom leapt through the window after him, but Peter was prepared for that. He dropped onto his back and kicked both his feet into Venom's chest as he descended. The alien was knocked back through the window.

_Now, I need to get out of here and tell Cap and Tony what I found,_ Spider-man leapt and fired a web-line. He swung higher into the air, avoiding a jumping alien's claws. Peter climbed higher as soon as the buildings permitted it. He glanced below him and noticed that the streets were oddly deserted, probably because of the aliens.

He glanced back hoping Venom wasn't following. Unfortunately, Venom was right behind him and closing in fast. Peter attempted to increase his speed, but the alien hybrid proved to be much faster. Soon, Peter felt Venom's shadow fall over him and he knew that the symbiote's killing blow was just seconds away.

Peter released his hold on the webbing and let gravity carry him away from Venom's tail. Spreading his arms, Spider-man glided away from Venom.

Venom growled in frustration and prepared to snare Spider-man with his webbing. The webbing hit his ankle and Venom pulled breaking Spider-man out of his glide. Spider-man reached up and slashed the webbing off his foot with his stingers.

Blaring spider-sense, directed Spider-man's eyes sky ward. Soaring through the air above the city, were what looked to be bomber planes. Peter gasped as a string of bombs was released from one of the craft and it crashed into the city. He didn't have much more time to stare as the plane above him dropped its payload.

He turned and tried to escape the orange ball of fire, but the force of the explosion sent him flying through the air. He collided with the roof of a building and blacked out.

However Venom had it much worse. The flames of the explosion shredded the symbiote and falling debris trapped and crushed him beneath it.

------------------------------------

Spider-man rubbed his head as he regained consciousness. "Oh, what hit me?" Turning he saw the immense damage inflicted by the bombs. "Oh, my God."

Buildings lay in ruins, with patches of burning fire. Smoke rose from the wounded metropolis. The warehouse were the aliens had resided seemed to have been hit the heaviest. Well, at least the aliens were dead. All dead.

Peter jumped and fired a strand of webbing. He was going to get home and find out what was going on.

Several stories below, a black skeletal hand punched out of a pile of burning debris. A black liquid gathered around the hand and covered it.

-----------------------------------

The End? Not hardly!


	9. Venomous Intentions

Disclaimer: I don't own Spider-man or Aliens.

Chapter 9

Venomous Intentions

Mary Jane glanced around her dark bedroom. She was worried about Peter. He could have been caught in the bombing or ran into one of the aliens. She tried to put it out of her mind, but he still wasn't back.

"Hey."

She yelped in fright and spun around to face the voice. Peter was standing in front of her still wearing his costume, but without the mask, which was clutched in his hand.

"What took you so long?" Mary Jane asked.

"I ran into Venom and his new host," he replied when he saw her eyes light up with concern he quickly added. "It wasn't too bad though. I managed to escape while Venom went down in flames."

"You were close to the bombing?" she asked looking worried.

"Yeah, why'd they bomb half the city like that?" he asked his tone becoming sharp.

"There was an announcement on TV earlier," Mary Jane replied. "Some medical corporation was responsible. They're planning on using the aliens to try and create some new wonder drugs. When the aliens escaped they told the government and they evacuated that section of the city and then bombed it."

"Well, at least everything is okay now."

---------------------------------

Venom hissed in irritation as he watched Peter talking with his wife. He paced the side of the building roof he was standing on. "That miserable human manages to escape us and gets back to his nice warm home and his nice warm wife. Well, we have been soundly defeated. We're the only surviving xenomorph on this planet for all we know."

He halted his ranting and slammed his fist into the concrete, letting out some of his frustration. It would be impossible for him to rebuild the alien population because he couldn't metamorphous into a Queen because the symbiote couldn't have something that large as its host.

Still growling to himself, Venom prepared to leave, but stopped as something caught his attention. A vague presence that the alien's telepathy could sense, turning back to the Avenger's Tower he zeroed in on it. There was definitely an alien inside that building, or more accurately an alien egg. The symbiote smirked as a plan began forming in its mind. Still smirking, he jumped and fired a strand of webbing toward the tower.

-----------------------------------

"Let's go tell everyone I'm back," Peter suggested walking toward the door. "I'm sure Tony will want to now where I've been."

Mary Jane got up to follow him as he opened the bedroom door, but the shattering of the window as something large and black crashed through it and into her stopped her. She was instantly knocked out by the collision. Hissing, Venom turned and faced Peter who had a look of fear on his face.

"Get away from her!" Peter yelled as he jumped toward the black figure. He collided with Venom's fist and was sent flying backwards.

Venom reached down and picked up Mary Jane into his arms. He jumped to the window and turned back to face Peter. "Bring me the alien egg you have or I don't think I need to tell you what will happen to her." Then he jumped out the window as Peter made one last grab at her. "Come alone," Venom called back over his shoulder as he swung away.

Spider-man pulled his mask on and jumped out after him, but the symbiote-bonded alien had already vanished. Never the less, Peter circled the block in anguish, but didn't find a trace of them except for occasional strands of webbing. Reluctantly he turned back toward the tower. He swung back into his room where the rest of the Avengers were gathered.

"What happened?" Tony asked him.

"Venom kidnapped MJ," Peter said breathlessly. "He wants to trade her for that alien egg we have."

"We have an alien egg?" Luke Cage asked.

"Did he say where to meet him?" Tony asked calmly.

"No," Peter shook his head. "I guess he's going to call. Tony, you got to let me have that egg, if not he's going to… to…" He shouldn't even think of that.

"All right, you got it," Tony nodded.


	10. Versus Venom: Final Showdown

Disclaimer: I don't own Spider-man, or Aliens.

Chapter 10

Versus Venom: Final Showdown.

Peter glanced around. It looked as though it would storm later. He was impatiently pacing on the sidewalk. A sophisticated container was trailing from his arm. The alien egg was contained in it in stasis. Venom had called and said to wait here, but so far had not shone.

The nearby pay phone rang. He glanced at it and wondered if it was possibly Venom. Since, no one else was there to answer it, he strode over and removed the phone.

"Get to the Daily Bugle roof top in five minutes or your wife's dead," Venom's voice rang out.

"Is she okay? Let me talk to her," he tried to demand, but the symbiote had already hung up.

He quickly ducked into an alleyway and five seconds later Spider-man emerged from it and swung away. Five minutes was a rather narrow time limit to reach the Bugle, but it wouldn't stop him, besides Venom was probably watching him to make sure that no one was following him, maybe he could beat him to the Bugle.

After what seemed an eternity to him, he reached the Bugle and was on the roof looking around and calling Mary Jane's name, but neither her nor Venom were in sight. Spider-man cursed under his breath wondering if Venom had just been playing with him and that maybe he would never see his wife again.

The ringing of a phone attracted his attention to the floor where a cell phone was lying. He dived for it like his life depended on it and pressed the talk button.

"Where is she?" Peter growled.

Venom didn't offer an answer. Instead, he simply gave him another rooftop to get to. This would continue for hours. Venom was probably enjoying this.

-----------------------------

"That's a pretty dedicated husband you've got," Venom commented as he fastened a glob of webbing over Mary Jane's mouth. "Why I bet he'd even die for you. Let's find out shall we?"

Mary Jane's eyes were wide with fear and apprehension. Venom had always inspired fear in her. Being glued to the wall by a tremendous amount of webbing and at the creature's mercy was terrifying for her.

The alien became transparent and then faded out entirely. She felt his claws settle against her throat. A few seconds later, Spider-man arrived on the rooftop. He immediately saw her and started to approach, but then stopped and glanced around looking for Venom and weary of being ambushed.

"Remove your mask, Parker," Venom growled. Venom dropped his camouflage and became visible. Peter found it very hard not to try and jump at the alien. He reached up and pulled his mask off.

"Now open that container," Venom growled. Spider-man twisted the lid and pulled it away revealing the egg. "Hold it up to your face."

He did, but the facehugger was slow in hatching. It had been in stasis for so long after all. During this time, Spidey took in his surroundings. Venom's positively eager expression, the frightened look in Mary Jane's eyes.

_These things might be able to wipe out the whole planet,_ Peter thought finally look at the egg. _I would gladly die for MJ, but I can't let the whole planet. _

His hand shot forward and a stream of webbing hit Venom in the chest, then with a sharp yank, he was pulled away from his hostage. Spider-man ducked the punch Venom tried to hit him with and then jumped away from the snarling alien.

"You want this egg?" Peter yelled at him. He threw the container and its contents over the edge of the roof. "Go get it!"

Roaring in rage, Venom leapt off the side of the building. Peter pulled his mask back on and ran over to his webbed up wife.

"Hold still," he commanded and the stinger housed in his right arm extended. He quickly began to hack away the webbing. It reminded him of when he first encountered Venom and had ended up webbed to a bell. The symbiote was probably running low on webbing. He had finally hacked away enough of it, that he could pull her loose. Last he removed the gag.

"Watch out!" she cried.

He grabbed her and jumped away as Venom's tail slashed through the space he had just occupied. Spider-man noticed unfortunately that he had the egg under one arm. He jumped again and dropped off the building as he neared the ground he used a web-line to slow the fall.

"Mary Jane, get out of here, call a cab, and get back to the tower," he said. "I'll hold off Smiley."

"All right," she nodded numbly.

Peter jumped onto the building's wall and started climbing up it. He glanced back down and saw Mary Jane running down the street, then continued. He swung himself over the edge and back onto the roof. Venom was nowhere in sight.

"Can't let him get away," he muttered under his breath and looked around. The crack of thunder split the air overhead and rain poured out of the sky. The rain outlined the shape of the alien approaching him from the front. He kicked the unsuspecting alien in the head. Venom reeled back and became visible again.

"Where's the egg?" Peter asked.

"In a safe place," Venom growled. "While I kill you! It ends tonight! I've suffered at your hands too long."

Venom lunged forward, but Peter managed to leap over him. He jumped to the buildings edge and looked around. His spider-sense was buzzing slightly, he was sure it would lead him to the egg. He jumped toward the danger signal on the next building. Avoiding Venom's fists as they slammed down on him and instead hit the concrete. He ran to the opposite edge of the building and looked down. The egg was wrapped in a bundle of webbing and stuck to the building's side. He crawled down the side and missed getting impaled by Venom's tail. He grabbed the egg and yanked it away off the building, making sure to cover the opening in webbing.

The alien came crawling down the wall, punching his fingers into the concrete. He raised his hand and the alien's claws lengthened ridiculously. He swiped his claws across Peter's arm, leaving deep cuts. Peter tried to step back, but Venom raked his other set of claws across his chest. He let go of the building and dropped a few feet, before reaching out and reattaching to it. The sharp tip of Venom's tail shot toward him. Peter raised the egg in his hands and used it to block the strike, which pierced right through it spilling acid onto the streets below.

Spider-man dropped the useless egg as Venom roared in rage. The costume shot tentacles tipped with spearheads toward him. He jumped away before they could reach him and swung toward a lower roof. Venom landed with a soft thud after him.

"You may have crushed one of my ambitions, but you will not crush the other!" Venom roared, advancing on him. His mouth opened and his tongue grew a mouth that made it look like a mockery of the aliens' tongues. Peter jumped back as it shot out twice the length of the original tongue. He fired a strand of webbing to try and disable the weapon, but Venom easily dodged. He stepped in and punched Spider-man, the action knocking him into the air and almost off the building. He was left clinging to the edge. A stream of webbing slammed into him and he was pulled back onto the roof roughly. He rolled away and Venom's hand, which had morphed into an axe, slammed down. He leapt back to his feet and slashed his stinger across Venom's chest. A thin strand of symbiote flesh was peeled off, but he didn't draw any blood. He ducked as Venom swung his axe arm around. He slashed more of the symbiote away. He jumped back as Venom took another swing at him. The mechanical spider-legs expanded from his back and slashed down, removing the blade that covered Venom's hand.

Three imitations of the arms rose out of Venom's back and stabbed forward. Spider-man back flipped away and retracted his own arms. Venom advanced the arms still extended. Spider-man ducked under one and slashed it off with his stingers.

"Aw!" Peter cried out as Venom extended a spike into his side. Spider-man stumbled back and looked down in shock at the wound in his side.

Venom exhaled calmly. The alien now seemed to have inexhaustible stores of energy, but the symbiotic costume didn't cover several parts of the alien now. He jumped forward and slammed into Spider-man, sending the two of them flying over the edge of the roof and into empty space.

The two combatants kicked, punched, and slashed each other in the air. Half way through the fall both of them had taken almost as much damage as they had during the whole fight. Spider-man managed to wrestle the advantage away from Venom. He drove both his feet into his face. Slashed and tore loose some of the symbiote's flesh. But Venom had managed to spin him around so that he would take the force of their impact with the ground. His tongue was snapping and trying to drive itself into Peter's head. He jabbed his stinger forward and the symbiote's tongue was again severed. Venom screeched in pain and Spider-man pushed away from him and used a web-line to break away from the fall, while Venom ploughed into the ground.

Venom shakily got to his feet. He was rubbing his large head, when he looked up a red clad fist ploughed into his face, then his gut, and a foot sent him flying back to the ground.

Spider-man looked down at his fallen enemy. The symbiote was reduced to a few pathetic tatters and green blood leaked from his mouth and was melting through the pavement. The mechanical arms emerged from Spider-man's back again and two of them pressed themselves against the alien's neck and the other against his head.

"Going to kill me, Parker? Go ahead," Venom growled. "You won."

He was desperately trying to convince himself to drive the arm's blades into the alien's neck, but he couldn't kill a sentient creature, much less any creature for that matter. Sighing, he withdrew the arms.

"It's not my place to judge your fate, Venom," He turned away from the alien toward the nearest payphone to call the police and then Mary Jane to make sure she was okay.

-------------------------------------

Peter walked into his room. Tony had told him that Mary Jane had gone in there to look over the damages. The window was still broken, but the glass was cleaned up, at least.

Mary Jane was curled up on the bed. He couldn't blame her for falling asleep after the night's events. Peter smiled at her and then climbed in and curled up next to her.


End file.
